d09348 - baudino law group, plc's motion to quash ......thomas brock, on june 16, 2011 and june...

UNITED STATES OF AMERICA BEFORE THE FEDERAL TRADE COMMISSION OFFICE OF ADMINISTRATIVE LAW JUDGES

In the Matter of ) PHOEBE PUTNEY HEALTH SYSTEM INC ) DOCKET NO 9348 et al ) PUBLIC DOCUMENT

) Respondents )

---------------------)

BAUDINO LAW GROUP PLCS MOTION TO QUASH SUBPOENA DUCES TECUM OR IN

THE ATLERNATlVE MOTION TO LIMIT SUBPOENA DUCES TECUM

BAUDINO LAW GROUP PLC Karin Middleton Esq Jan Gibson Esq Amy McCullough Esq

2409 Westgate Drive Albany Georgia 31707 (229) 883-0051 (229) 888-6190 (fax)

Attorneysor Baudino Law Group PLC

06 23 201106 23 2011

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TABLE OF CONTENTS

PAGE

I PRELIMINARY STATEMENT 1

II INTRODUCTION AND SUMMARY bull1

III ARGUMENT 4

A The Subpoena is Improper Based Upon Well Established Common Law Principles That Apply to Law Firms and Their Clients With Regard To Maintaining Client Confidences 4

B Applicable Legal Principles for Agency Subpoenas Requiring Good Cause Showing 6

1 Discovery Sought is Unreasonably Cumulative Obtainable From Another Source or Could Have Already Been Obtained 7

2 Burden and Expense of the Proposed Discovery Outweighs BenefitIO

IV GENERAL OBJECTIONS 11

V SPECIFIC OBJECTIONS bullbull13

VI CONCLUSION 20

VERIFICATION 22

CERTIFICATE OF SERVICE 23

1

Pursuant to Section sect 334 (c) of the Federal Trade Commission s (FTC) Rules of Practice 16

CFR sect 334 (c) Baudino Law Group PLC (Law Firm) hereby files its Motion to Quash

Subpoena Duces Tecum or in the Alternative Motion to Limit Subpoena Duces Tecum as

follows

I PRELIMINARY STATEMENT

The parties to this action have asserted immunity from this administrative action and the

proceedings pending before the United States District Court for the Middle District of Georgia

under the state action doctrine The Law Firm s filing of this Motion to Quash Subpoena Duces

Tecum or in the Alternative Motion to Limit Subpoena Duces Tecum is not intended to waive

the dispositive issue of the applicability of the state action immunity doctrine and all defenses to

these actions are specifically Incorporated by reference herein

II INTRODUCTION AND SUMMARY

The Law Firm is a law firm based in Des Moines Iowa with two offices in Georgia It

has a longstanding relationship with the Respondent In this matter Phoebe Putney Health

System Inc (PPHS) representing it in litigation as well as transactional matters since its

formation The Law Firm presently represents PPHS on several matters most of which are

unrelated to the matter presently before the Admmistrative Law Judge The Law Firm has also

represented the Respondent the Hospital Authority of Albany-Dougherty County (Authority)

regarding various matters over the years

Prior to December 21 2010 Palmyra Hospital Inc (Palmyra) the Authority and

PPHS negotiated an Asset Purchase Agreement for the Authority to purchase Palmyra Medical

Center from Palmyra On December 212010 the Authority and Palmyra signed an Asset

Purchase Agreement for the Authority to acquire Palmyra Medical Center (Transaction) The

Law Firm is representing the Authority and PPHS as transactional counsel with regard to this

Transaction Although the Law Firm has on-going representation of PPHS on multiple unrelated

matters as mentioned above on November 10 20 10 the Law Firm was retained to represent the

Authority specifically with regard to the Transaction

On December 29 2010 the Federal Trade Commission Bureau of Competition (FTC)

informed the parties that it had opened a non-public preliminary investigation of the proposed

Transaction Shortly thereafter PPHS retained the Weil Gotshal amp Manges LLP law firm in

Washington DC to represent PPHS in this FTC investigation The Law Firm undertook

representation of the Authority for purposes of the FTC investigation along with Bondurant

Mixson amp Elmore LLP a law firm based in Atlanta Georgia which is lead counsel regarding

the FTC investigation on behalf of the Authority At all times material hereto Perry amp Walters

LLP a law firm based in Albany Georgia represents the Authority as general counsel

On February 3 2011 PPHS was informed by letter that the FTC changed its investigation

from a preliminary investigation to a formal Investigation During the course of the preliminary

investigation as well as the formal investigation the Authority and PPHS produced

documentation amounting to over 250000 pages to the FTC Despite complete cooperation

with the FTCs requests to resolve its questions without formal litigation with regard to the

Transaction on April 26 2011 a complaint for temporary restraining order and preliminary

injunction was filed in the United States District Court for the Middle District of Georgia by the

FTC and the Attorney General for the State ofGeorgia A complaint before the Administrative

Law Judge was filed on April 19 2011 regarding the same matter

On June 13 20 11 a Subpoena Duces Tecum was served upon the Law Firm with a

compliance date of July I 2011 (Subpoena) 1 The documents sought in the Subpoena mirror

I The Subpoena is attached hereto as Exhibit A

2

the documents the FTC seeks in an almost identical Subpoena Duces TeCllm served upon the

Sovereign Group LLC a third party to this action with the same July 1 2011 compliance

date Funher the requests in the Subpoena are repetitive of the requests that have already been

sent to the Authority and PPHS regarding this matter

Counsel from the Law Firm had two conversations with FTC counsel Goldie Walker and

Thomas Brock on June 16 2011 and June 20 2011 regarding whether any appropnate

modifications andor limitations to the Subpoena could be made given the fact that the Subpoena

was served upon a law firm actively representing a pany involved in pending litigation and an

on-going FTC investigation as well as representing two (2) panies involved in pending

transactional matters After the June 16 2011 call Karin Middleton of the Law Firm committed

to again review the Subpoena for the purpose of gleanmg if there could be any responsive

information to which the FTC would be entitled that could not be provided by the parties or third

parties The FTC and the Law Firm agreed to speak again on June 20 20 II

During those conversations and in a subsequent letter from the FTC on June 21 20 II the

FTC failed to show (or even articulate) good cause as to why it needs this informatIon from the

Law Firm as required by the FTC administrative rules and common law principles favoring the

preservation of the attorney-client privilege and attorney work product doctrine when this

information can clearly be sought (or already has been sought) from the parties and third parties

in this action Beyond this basic threshold premise as more fully outlined below the Law Firm

indicated to the ITCs counsel that the Subpoena is overly broad and unduly burdensome on the

Law Firm given its history ofrepresentation ofPPHS cumulative of prior document requests

and highly unlikely to result in any new information that has not already been produced to the

FTC or subject to the attorney client privilege (AC Privilege) or attorney work product

doctrine (WP Doctrine) The only response that the Law Firm could give would be a privilege

3

log that would be unduly burdensome to prepare 2 Despite the Law Firms arguments presented

during the phone conferences the FTCs counsel sent a letter after 500 pm on June 21 20 II

incompletely summarizing the Law Firm s position (and inaccurately characterizing the Law

Firm s representation ofthe Authority and PPHS) and indicating that the FTC and the Law Firm

have reached an impasse Notably absent from the conversations and the letter from the FTC is

any suggestion by the FTC as to how to limit its request to address the Law Firms legitimate

concerns regarding confidentiality as it relates to law firms and its clients generally and the

unduly burdensome and cumulative nature of the Subpoena

III ARGUMENT

A The Subpoena is Improper Based Upon Well Established Common Law Principles That Apply to Law Firms and Their Clients With Regard To Maintaining Client Confidences

The Subpoena served on the Law Firm is improper for the basic reason that a law firm

has a duty to maintain its clients confidences and therefore is not obligated to respond to such

requests without a heightened showing from the party seeking the documentation The Subpoena

served upon the Law Firm is a fifteen (15) page document that requests documents generated or

transmitted In its representation of the Law Firm s clients Specifically the FTC seeks sixteen

(16) Specifications of documents in accordance with the Definitions and Instructions set forth

The Specifications describe documents generated by lawyers representing clients in active and

pending matters

Obviously many of these documents sought by the FTC include documents generated by

lawyers that are subject to the AC Privilege WP Doctrine andor the lawyers ethical duty to

maintain their clients confidences See eg Georgia Rules of Professional Responsibility R

2 Thomas Brock oflhe FrC did offer to exclude from the privilege log any documents or communications that were internal only to the Law Firm While this concession is helpful in preparing a privilege log it would likely result in a privilege log that is virtually identical to the ones already produced by the parties and third parties in this matter and would not relieve the Law Firm of the undul y burdensome search that it seeks to avoid

4

16 (requiring a lawyer maintain In confidence all information gained in the professional

relationship with the client) The FTC rules also recognize the eXistence of various privileges

with regard to service ofa subpoena by the FTC See 16 CFR sect 334 (c)

The AC Privilege is the oldest of the privileges for the confidential communications

known to the common law Upjohn Co v United States 449 US 383 389 (1981) The purpose

of the AC Privilege is to facilitate full and frank disclosure between attorneys and clients Id

The AC Privilege protects confidential disclosures by a client to an attorney made in order to

obtain legal assistance Fisher v United Stale 425 US 391 403 (1976) In order to invoke

the AC Privilege the follOWing must be established (I) the asserted holder of the privilege is a

client (2) the person to whom the communication was made is a member of the bar and acting as

a lawyer in connection with the communication (3) the communication relates to a fact of which

the attorney was informed by the client without the presence of strangers for the purpose of

securing legal advice and (4) the privilege is claimed and not waived by the client U S v

Noriega 917 F2d 1543 1550 (11th Cir 1990)

The well recognized rule of Hickman v Taylor 329 US 495 510 (1947) protects the

work product of lawyers from discovery unless a substantial showing of necessity or justification

is made In order to assert the WP Doctrine the materials withheld must be (I) documents and

tangible things (2) prepared in anticipation of litigation or for trial and (3) documents or

tangible things prepared by or for the party or attorney asserting the privilege Carnes v Crete

Carrier Corp 244 FRD 694 698 (ND Ga 2007)

An attorneyclient relationship was established between the Law Firm and PPHS back in

the early 1990s and with the Authority with regard to this Transaction on November 10 2010

Many of the documents requested in the Subpoena are either communicationsinformation

received by the Law Firm from PPHS and the Authority in their capacity as clients seeking legal

5

services from the Law Firm or documents and tangible things that the Law Firm has prepared

over the years in ant icipation of litigation or for trial Neither PPHS nor the Authority has

waived the applicable privileges and protections See Stern v Shelley 2009 US Dist LEXIS

130148 19 (N D Ga Aug 28 2009)(noting that the AC Privilege belongs to the client and

only the client may waive it) As the Fifth Circuit held [tJhe purpose ofthe [AC] [PJ rivIiege

would be undermined if people were required to confide in attorneys at the peril of compulsory

disclosure every time the government decided to subpoena attorneys it believed represented

particular susptcted indiv iduub See us v Hankim 631 F2d 360 365 (1980) quoling us v

Jones 517 F2d 666 675 (5th Cir 1975) ReqUifing the Law Firm to comply with the Subpcena

would completely undermine the purpose of its AC Privilege and WP Doctnne with both PPHS

and the Authority See also Swidler amp Berlin v United Slales 524 US 399 (1998) (upholding

the application of the AC Privilege and WP Doctrine where the government served subpoenas

upon law firms reasonmg that reason and experience as well as the governments counsels

failure to make a sufficient showing to overturn common law rule prevented the disclosure of the

law firm s files) Further the Law Firm s relationship with its clients would be seriously

weakened if they fear that the Law Firm could disclose to an opposing party their records andor

other communications Hankins 631 F2d at 365

B Applicable Legal Principles for Agency Subpoenas Require A Good Cause Showing

Notwithstanding the fact that the clear applicability of the AC Privilege WP Doctrine

and ethical duties to maintain client confidences renders the Subpoena On the Law Firm

improper the FTC rules specifically provide that whi le the parties may obtain discovery

reasonably expected to yield information relevant to the allegations of the complaint the

respondent is not required to search for materials generated and transmitted between an entity s

J Bonner v Prichard 661 F2d 1206 ( 11th Cir 1981 )(adopting as binding precedence all decisions by the 5h Circuit issued before Sept 30 198 1)

6

counsel and not shared with anyone else unless the Administrative Law Judge determines there is

good cause to provide such materials 16 CFR sect331 (c)(2) An Administrative Law Judge

may limit the discovery sought ifhe or she determines that

(i) The discovery is unreasonably cumulative or duplicative or is obtainable from some other source that is more convenient less burdensome or less expensive~

(ii) The party seeking discovery has had ample opportunity by discovery in the action to obtain the information sought ~ or

(iii) The burden and expense of the proposed discovery outweigh its likely benefit

16 CFR sect3 31(c)(2)

The drafters of the good cause requirement recognized that it would be rare for any

material sought from an entity s counsel not to be duplicative privileged or work product 74 FR

1804 (January 13 2009) The reason is simple ~ the material generated and transmitted by an

entity s lawyers is protected from discovery by the AC Privilege or WP Doctrine or could be

produced by the party itself As recently as 2009 the FTC adjusted its own agency rules

defining the scope of discovery The Rules adopted a good cause requirement that must be

met before materials generated or transmitted by lawyers can be produced Nowhere in the

Subpoena served upon the Law Firm is there any determination of good cause as required by

Rule 331 (c)(2) Therefore in this case the Law Firm can unequivocally demonstrate that all

three (3) of the above-listed guidelines apply to this matter thereby making the FTC s Subpoena

on the Law Firm improper

1 The Discovery Sought is Unreasonably Cumulative Obtainable From Another Source or Could Have Already Been Obtained

The documents sought by Complaint Counsel include retainer agreements and

communications that relate to the Palmyra Medical Center purchase These documents are

unreasonably cumulative because since January 14 2011 the Authority PPHS and Palmyra (or

HCA Inc its parent corporation) have produced transaction documents to the FTC both on an

7

informal basis and then pursuant to formal subpoenas See eg In re Thompson 624 F2d 17 19

(5th Cir I 980)(noting that the government who issued a subpoena on an attorney seeking items

of work product failed to show that the government did not otherwise have the information it

sought or that it lacked the opportunity to do so )4

Additionally the FTC has already sought transaction documents relating to

communications or meetings between the Authority and Palmyra from the Authoritl

Specifically in Specification eight (8) of the Subpoena Duces Tecum served upon the Authority

the Authority was asked to produce all documents relating to the proposed acquisition

See Subpoena Duces Tecum issued February 14 2011

Similarly upon information and belief the FTC has already requested all documents

relating to the proposed acquisition from PPHS

And most recently Complaint Counsel seeks IDENTICAL DOCUMENTS from the

Sovereign Group LLC For instance aside from the first two requests seeking retainer

agreements involving PPHS and the Authority both subpoenas request the following identical

documents from both the Sovereign Group LLC and the Law Firm

3 All tommunintions with the Hospital Authority tbat refer or relate in any way to tbe purthase of Palmyra Medinl Center or Palmyra Park Hospital Inc by Phoebe Putney or the Hospital Authority

4 All communintions with Phoebe Putney that refer or relate in any way to the purthase of Palmyra Medical Center or Palmyra Park Hospital by Phoebe Putney or the Hospital Authority

5 All tommunintions with HeAPalmyra that refer or relate in any way to the purthase of Palmyra Medinl Center or Palmyra Park Hospital by Phoebe Putney or the Hospital Authority

6 All communications with ISovereign Group or Douglas

4 See Bonner v Prichard 66 1 F2d 1206 (11th CiT 1981 Xadopting as binding precedent all decisions issued by the 5lh Circuit before Sept 30 198 1) 5 In the event that the Administrative Law Judge wishes to review the subpoenas issued 10 the Authority PPHS and Sovereign Group LLC in their entirety the Law Firm will provide them upon request

8

LewislBaudino Law Group PLC) that refer or relate in any way to the purchase of Palmyra Medical Center or Palmyra Park Hospital by Phoebe Putney or the Hospital Authority

7 All documents since 1985 that refer to or relate in any way to the purchase of Palmyra Medical Center or Palmyra Park Hospital by Phoebe Putney or the Hospital Authority

8 All documents that refer to or relate in any way to tbe December 2]2010 Asset Purchase Agreement By and Among the Hospital Authority of Albany-Dougherty County Phoebe Putney Health Systems loc Phoebe North ]nc and Palmyra Park Hospital Inc

9 AU documents tbat relate in any way to the Resolution of tbe Hospital Authority Approving Proposed Transaction with Palmyra Park Hospital Inc Authorizing Waiver of Lease Provision Approving Management Agreement and Declaring Official Intent Relative to Possible Tax Exempt Financing dated December 2] 20]0

]0 All documents that refer or relate in any way to the Resolution of the Hospital Authority Relating to Funding of Authority Obligations Under the Asset Purchase Agreement Development of a Lease and Amendment of Asset Purchase Agreement dated February 2 2011

II All documents that refer or relate in any way to the Resolution of Hospital Authority Approving Execution and Delivery of Second Amendment to Asset Purchase Agreement and Approving Basic Terms and Provisions to Be Included in Any Revised Lease With Phoebe Putney Memorial Hospital Inc dated April 4 2011

12 All documents that refer or relate in any way to the Resolution of Hospital Authority dated May 5 2011

13 All documents that refer or relate in any way to the draft Management Services Agreement PP-HC-00002950

14 All documents that refer or relate in any way to the meetings of the Hospital Authority on or about December 2120]0 February 2 201] April 4 2011 or May 5 2011

15 All documents tbat refer or relale in any way 10 the letter from the Company to Mr Joseph A Sowell 111 Senior Vice president and Chief Development Officer HCA Inc dated November 102010 This specification includes drafts and underlying research and analysis you conducted in preparation of this letter

16 All documents that refer or relate in any way to the Jetter from

9

[Sovereign Group PLC Baudino Law Group PLCI to Mr Joseph A Sowell Ill Senior Vice presiden~ and CbiefDevelopment Officer HCA Inc dated November 10 2010

Even if Complaint Counsel does not already possess the information sought Complaint

Counsel has had ample opportunity to obtain the information listed from sources other than the

Law Firm This investigation was Initiated by the FTC in December 2010 Since then the

respondents have cooperated by producing the requested documents on both an informal and

formal basis

Thus the documents sought by the FTC are overly cumulative as the documents are

already In the FTC s possession could have been sought from the parties involved by virtue of

the subpoenas served upon both the Authority and PPHS in February or are currently being

sought from another source ie the Sovereign Group LLC The FTC s repeated failure to

articulate a good cause reason why it was seeking this information from the Law Firm even after

Law Firm communicated its legitimate concerns with regard to the overly broad nature of the

Subpoena when it has either already requested this information from other parties or could

otherwise obtain this information from other parties or third parties borders on harassment and

therefore this Subpoena should be quashed in its entirety

2 Tbe Burden and Expense oftbe Proposed Discovery Outweighs Benefit

The burden and expense of requiring the Law Firm to produce a limited number of non-

privileged and non-protected responsive documents outweighs the benefits sought by Complaint

CounseL See FTC v Texaco Inc 555 F2d 862 879 (DC Cir 1977) cerl denied 431 US 974

(I 977)(stating that a subpoena must be enforced if the information sought is reasonable to the

lawful purpose of the agency and not unduly Indefinite or unreasonably burdensome)(emphasis

suppl ied) First the search terms needed for the electronic documents will most likely result in

thousands of documents that are not likely material andor relevant to this matter or otherwise

10

protected by AC Privilege andor WP Doctnne since the Law Firm has been representing one or

more parties to this matter since at least the early 1990s

Second the overly broad and burdensome requests contained in the Subpoena would

obstruct the Law Firm s normal business operations See Texaco Inc 555 F2d at 882 (a

subpoena may be unduly burdensome if it unduly disrupts or seriously hinders a business

normal operations) The burden ofsearchmg the Law Firm s hard copy and electronic

documents for the last twenty-six (26) years ie since 1985 is unreasonable and a monumental

task to undertake within eighteen (18) days

Third the expense that would be incurred by having attorneys review the documents that

would be returned in a twenty-six (26) year search for responsiveness and if responsive for

privilege and then prepare a voluminous privilege log describing the documents and explaining

the basis for withholding each responsive document would cost the Law Firm hundreds of hours

of valuable attorney time

Thus the undue burden and expense of attempting to put forth even a good faith attempt

to comply with the Subpoena would require the Law Firm s attorneys to divert their attention

away from working on matters for its other clients and result m a disruption of the Law Firm s

normal business operations Certainly the benefit of obtaining this limited amount if any of

proposed discovery does not warrant this burden or expense and therefore this Subpoena should

be quashed in its entirety

IV GENERAL OBJECTIONS

The Law Firm sets forth its general objections to the Subpoena below Each general

objection is hereby incorporated by reference into each specification of the Subpoena

I The Law Firm objects to the specifications definitions and instructions in the

Subpoena to the extent that the materials sought were generated and transmitted by the Law Firm

11

and thus protected by AC privilege the WP Doctrine or any other applicable privilege or ethical

duty to maintain client confidences

2 The Law Firm objects to the specifications definitions and instructions in the

Subpoena to the extent the FTC has not demonstrated the good cause required by 16 CFR sect

l31 (c)(2) to justify a search for materials generated and transmitted by respondent s counsel


Subpoena to the extent they are cumulative duplicative andor available from a more convenient

less burdensome or less expensive source


Subpoena to the extent they unreasonably require production of documents and information

within eighteen (18) days of receipt of the Subpoena Eighteen (18) days is not a practical time

period to search for collect process review and produce all non-privileged and non-protected

documents and information responsive to the Subpoena


Subpoena on the ground that compliance with all of the specifications IS unduly burdensome on

the Law Firm and would unduly disrupt and seriously hinder normal operations of the Law

Firm s busmess

6 The Law Firm objects to instruction C in the Subpoena in that it defines Company

as Baudmo Law Group PLC its domestic and foreign parents predecessors divisions

subsidiaries affiliate partnerships and joint ventures and all directors officers employees

agents and representatives of each of the foregoing The Law Firm objects to Instruction C in

the Subpoena because it requires the Law Firm to search entities and facilities that are unlikely to

have relevant documents or information


12

Subpoena on the ground that they are unreasonably broad given that the Law Firm has only

eighteen (18) days to comply with all of the specifications in the Subpoena

V SPECIFIC OBJECTIONS TO THE SUBPOENA

1 All retainer agreements between you and Phoebe Putney

OBJECTION

The Law Firm incorporates by reference all of its general objections set forth in Section

IV above The Law Firm objects to this specification to the extent that it already has or could

request it from the Respondent it is already in its possession or any other potentially responsive

information in the Law Firm s possession would be protected by the AC Privilege WP Doctrine

or ethical duty The Law Firm objects to this specification to the extent that it is overbroad in

that the Law Firm cannot search for collect process review and produce all non-privileged

documents and non-protected information responsive to this specification within the eighteen

(18) days required by the Subpoena The Law Finn objects to this specification to the extent it

requests documents that are not relevant to the FTC s investigation

2 All retainer agreements between you and the Hospital Authority

OBJECTION








(18) days required by the Subpoena The Law Firm objects to this specification to the extent it


3 All communications with the Hospital Authority that reJer or relate in any way to the purchase oj Palmyra Medical Center or Palmyra Park Hospital Inc by Phoebe Putney or the Hospital Authority

13

OBJECTION



request it from the Respondents or a third party it is already in its possession or any other

potentially responsive information in the Law Firm s possession would be protected by the AC

Privilege WP Doctrine or ethical duty The Law Firm objects to thIS specification to the extent

that it is overbroad in that the Law Firm cannot search for collect process review and produce

all non-privileged documents and non-protected information responsive to this specification

within the eighteen (18) days required by the Subpoena The Law Firm objects to this

specification to the extent it requests documents that are not relevant to the FTC s investigation

4 All communications with Phoebe Putney that refer or relate in any way 10 the purchase ojPalmyra Medical Center or Palmyra Park Hospital by Phoebe Putney or the Hospital Authority

OBJECTION

The Law Firm incorporates by reference al1 of its general objections set forth in Section


request it from the Respondents or a thud party it is already in its possession or any other

potentially responsive information in the Law Finn s possession would be protected by the AC

Privilege WP Doctrine or ethical duty The Law Firm objects to this specification to the extent



within the eighteen (18) days required by the Subpoena The Law Firm Objects to this


5 All communications with HCAIPalmyra that refer or relale in any way 10 the purchase ofPalmyra Medical Center or Palmyra Park Hospital by Phoebe Putney or the Hospital Authority

OBJECTION




14




all non-privileged documents and non-protected mformation responsive to this specification


specification to the extent it requests documents that are not relevant to the FTCs investigation

6 All communications with Sovereign Group or Douglas Lewis that refer or relate in any way to the purchase ofPalmyra Medical Center or Palmyra Park Hospital by Phoebe Putney or the Hospital Authority

OBJECTION



request it from Respondents or a third party it is already in its possession or any other potentially

responsive information in the Law Firm s possession would be protected by the AC Privilege

WP Doctrine or ethical duty The Law Firm objects to this specification to the extent that it is

overbroad in that the Law Firm cannot search for collect process review and produce all nonshy

privileged documents and non-protected information responsive to this specification within the

eighteen (I 8) days required by the Subpoena The Law Firm objects to this specification to the

extent it requests documents that are not relevant to the FTCs investigation


OBJECTION


IV above The Law Firm objects to thiS specification to the extent that it already has or could





IS


withm the eighteen (18) days requrred by the Subpoena The Law Firm objects to this


8 All documents that refer to or relate in any way to the December 21 2010 Asset Purchase Agreement By and Among the Hospital Authority ofAlbany-Dougherty County Phoebe Putney Health Systems Inc Phoebe North Inc and Palmyra Park Hospital Inc

OBJECTION



request it from the Respondents or a thrrd party it is already in its possession or any other

potentially responsive information in the Law Firms possession would be protected by the AC



al l non-privileged documents and non-protected information responsive to this specification

withm the eighteen (18) days required by the Subpoena The Law Firm objects to this


9 All documents that reate in any way to the Resolution ofthe Hospital Authority Approving Proposed Transaction with Palmyra Park Hospital Inc Authoriing Waiver ofLease Provision Approving Management Agreement and Declaring Official Intent Relative to Possible Tax Exempt Financing dated December 21 2010

OBJECTION


IV above The Law Fi rm objects to this specification to the extent that it already has or could

request it from the Respondent it is already in its possess ion or any other potentially responsive

information in the Law Fi rm s possession would be protected by the AC Privilege WP Doctrine

or ethical duty The Law Firm objects to thiS specification to the extent that it is overbroad in


documents and non-protected information responsive to thiS speCification within the eighteen

16


requests documents that are not relevant to the FTCs investigation

10 All documents that refer or relate in any way 10 the Resolution ofthe Hospital Authority Relating 10 Funding ofAuthority Obligations Under the Asset Purchase Agreement Development ofa Lease and Amendment ofAsset Purchase Agreement dated February 2 2011

OBJECTION










II All documents thaI refer or relate in any way 10 the Resolution ofHospital Authority Approving Execution and Delivery ofSecond Amendment to Asset Purchase Agreement and Approving Basic Terms and Provisions to Be Included in Any Revised Lease With Phoebe Putney Memorial Hospital Inc dated April 4 2011

OBJECTION



request it from the Respondents it is already in its possession or any other potentially responsive

information in the Law Firm s possession would be protected by the AC Privilege WP Doctrme




17



12 All documents that refer or relate in any way to the ResollIlion ofHospital Authority dated May 5 201 I

OBJECTION










J3 All documents that refer or relate in any way to the draft Management Services Agreement PP-HC-00002950

OBJECTION

The Law Firm incorporates by reference all of its general objections set forth in SectIon


request it from the Respondents or a third party it IS already in its possession or any other





within the eighteen (18) days required by the subpoena The Law Firm objects to this


14 All documents that refer or relate in any way to the meetings ofthe Hospital AlIlhority on or about December 21 2010 February 2 2011 April 4 201 J or May 5 201 I

18

OBJECTION

The Law Firm incorporates by reference all of its general object ions set forth in Sect ion


request it from the Respondent or a third party it IS already in its possession or any other

potentiall y respons ive information In the Law Firm s possess ion would be protected by the AC

Priv ilege WP Doctrme or ethical duty The Law Firm objects to this specification to the extent


all non-priv ileged documents and non-protected in formation responsive to this spec ification


spec ification to the extent it requests documents that are not relevant to the FTC s investigation

15 All documents that refer or relate in any way to the letter from the Company to Mr Joseph A Sowell Ill Senior Vice president and ChiefDevelopment Officer HCA Inc dated November 10 2010 This specification includes drafts and underlying research and analysis you conducted in preparation ofthis letter

OBJECTION

The Law Firm incorporates by reference all of its general objections set forth in Sect ion

IV above The Law Firm objects to th is specification to the extent that it already has or could

req uest it from the Respondents or a third party it is already in its possession or any other


Privi lege WP Doctr ine or ethical duty The Law Firm objects to this spec ificat ion to the extent

that It is overbroad in that the Law Firm cannot search for collect process review and produce

all non-pnvileged documents and non-protected in formation respons ive to this specification

w ithin the e ighteen ( 18) days required by the subpoena The Law Firm objects to this

specificat ion to the extent it requests documents that are not relevant to the FTC s investigation

16 All documents that refer or relate in any way to the leffer from Sovereign Group PLC to Mr Joseph A Sowell Ill Senior Vice president and ChiefDevelopment Officer HCA Inc dated November 10 2010

19

OBJECTION



request it from the Respondent or a third party it is already in its possession or any other





within the 18 days required by the Subpoena The Law Firm objects to this specification to the

extent it requests documents that are not relevant to the FTC s investigation

VI CONCLUSION

It is the FTC s burden to show good cause as to why Law Firm should be required to

produce documents and materials pursuant to the Subpoena when the information can clearly be

sought (or already has been sought) from the parties andor third parties The FTC has failed to

meet this burden Thus for all of the foregoing reasons the Law Firm respectfully requests that

the Administrative Law Judge quash the Subpoena Duces Tecum served by Complaint Counsel

in its entirety In the alternative in the unlikely event that the Administrative Law Judge does

not quash the Subpoena Duces Tecum served by Complaint Counsel Law Firm respectfully

requests that the Administrative Law Judge limit the scope of the Subpoena Duces Tecum to

documents that Complaint Counsel cannot otherwise obtain from a third party documents

unrelated to the representation of the parties to this matter and limit the source of the documents

to relevant computers

Dated June 23 2011

Respectfully ubmitted

~B~~~~~~~~ Karin MI dleton Esq Middletonbaudinocom Jan Gibson Esq gibsonbaudinocom

20

Amy McCullough Esq mcculloughbaudinocom Baudino Law Group PLC 2409 Westgate Drive Albany Georgia 31707 (229) 883-0051 (229) 888-6190 (fax) Attorneysor Baudino Law Group PLC

21

VERIFICAnON

Pursuant to 16 CFR Section 27(d)(2) counsel for Baudino Law Group PLC hereby

certifies that they have conferred with counsel for The Federal Trade Commission by phone and

letter correspondence in a good faith effort to resolve by agreement the modifications sought by

this Motion but have been unable to reach an agreement Counsel for Baudino Law Group

PLC Karin A Middleton had conversat ions with FTC counsel Thomas Brock and Ms Goldie

Walker on June 162011 at approximately 200 pm EDT and on June 20 2011 at approximately

11 00 am EDT in a good faith attempt to resolve the issues set forth in this Motion Baudino

Law Group PLe also received a letter from Thomas Brock on June 21 20 II and responded to

the letter on June 23 2011 However the parties have yet to come to any satisfactory agreement

on the Issues raised in this Motion

Dated June 23 2011

Lu~~fk--------K~~~i~n~~~middot~e~t~on~~E~s~q-~~~~~~~-

Baudino Law Group PLC 2409 Westgate Drive Albany Georgia 31707 (229) 883-0051 (229) 888-6190 (fax)

22

CERTlFlCATE OF SERVICE

I hereby certify that on the 23rd day of June 2011 J filed electronically Baudino Law Group

PLC s Motion to Quash Subpoena Duces Tecum or in the Alternative Motion to Limit

Subpoena Duces Tecum with the FTC E-Filing System 1 hereby certify that I caused the

original and ten (10) copies ofBauctmo Law Group PLCs Motion to Quash Subpoena Duces

Tecum or in the Alternative Motion to Limit Subpoena Duces Tecum to be filed before the

Administrative Law Judge and with the Secretary of the Federal Trade Commission and one (1)

copy to Goldie V Walker via first-class mail to the following addresses

Office of the Secretary ofThe Federal Trade Commission at the following address

Federal Trade Commission Office of the Secretary Bureau of Competition Mergers IV 600 Pennsylvania Avenue NW Washington DC 20580 Email Secretaryftcgov

Edward D HaSSI Lead Complaint Counsel Thomas H Brock Goldie V Walker Federal Trade Commission Bureau of Compet it ion 601 New Jersey Avenue NW Washington DC 20580 Email EHassiftc gov Email TBrockftc gov Email GWalkerftcgov

FTC Bureau of Competition ATTN Assistant Director Room 383 600 Pennsylvania Avenue NW Washington DC 20580 antitrustftcgOV

FTC Bureau of Consumer Protection

23

ATIN Associate Director 600 Pennsylvania Avenue NW Washington DC 20580

Director of the Regional Office of Complaint Counsel Federal Trade Commission 601 New Jersey Avenue NW Room NJ-5257 Washington DC 20580

D Michael Chappell Chief Administrative Law Judge Federal Trade Commission Washington DC 20580

~~~(Lf2cf~Karin i eton Esq Baudino Law Group PLC 2409 Westgate Drive Albany Georgia 31707 (229) 883-005 I (229) 888-6190 (fax)

24

EXHIBIT A

SUBPOENA DUCES Provided by the Secretary of the Federal Trade Commission and

Issued Pursuant to Commission Rule 16 CFR

Robert J Baudino Jr Baudino Law Group PLC 2409 Westgate Drive Albany Georgia 31707

2 FROM

UNITED STATES OF AMERICA FEDERAL TRADE COMMISSION

This subpoena requires you to produce and permit inspection and copying of designated books documents (as defined in Rule 334(braquo or tangible things at the date and time specified in Item 5 and at the request of Counsel listed in Item 9 in the proceeding described in Item 6

3 PLACE OF PRODUCTION

Federal Trade Commission Bureau of Competition Mergers IV 601 New Jersey Avenue NW Washington DC 20580

4 MATERIAL WILL BE PRODUCED TO

Goldie V Walker Complaint Counsel

5 DATE AND TIME OF PRODUCTION

Ju~12011

6 SUBJECT OF PROCEEDING

In the Matter of Phoebe Putney Hearth System Inc et at Docket No 9348

7 MATERIAL TO BE PRODUCED

Please see attached

8 ADMINISTRATIVE tAW JUDGE

Chief Judge D Michael Chappell

Federal Trade Commission Washington DC 20580

9 COUNSEL AND PARTY ISSUING SUBPOENA

Goldie V Walker Complaint Counsel Federal Trade Commission 601 New Jersey Avenue NW Room NJ-S2S7 Washington DC 20580 202-326-2919

DATE SIGNED

CII OJ 011

SIGNATURE OF COUNSEL ISSUING SUBPOENA

~ () WtiJltv GENERAL INSTRUCTIONS

APPEARANCE

The delivery of this subpoena to you by any method prescribed by the Commissions Rules of Practice is legal service and may subject you to a penalty imposed by law for failure to comply

MOTION TO LIMIT OR QUASH The Commissions Rules of Practice require that any motion to limit or quash this subpoena must comply with Commission Rule 334(c) 16 CFR sect 334(c) and in particular must be filed within the earlier of 10 days after service or the time for compliance The Original and ten copies of the petition must be filed before the Administrative law Judge and with the Secretary of the COmmission accompanied by an affidavit of service of the document upon counsel listed in Item 9 and upon all other parties prescnbed by the Rules of Practice

TRAVEL EXPENSES

The Commissions Rules of Practice require thai fees and mileage be paid by the party that requested your appearance You should present your claim to counsel listed in Item 9 for payment If you are permanently or temporarily living somewhere other than the address on this subpoena and it would require excessive travel for you to appear you must get prior approval from counsel listed in Item 9

This subpoena does not require approval by OMB under the Paperwork Reduction Act of 1980

FTC Form 70middotE (rev 197)


OFF1CE OF ADMINISTRATIVE LAW JUDGES

) In the Matter of )

) PHOEBE PUTNEY HEALTH SYSTEM INC et al ) Docket No 9348

) Respondents )

)

COMPLAINT COUNSELS SUBPOENA DUCES TECUM TO BAUDINO LAW GROUP PLC

Pursuant to the Federal Trade Commissions Rules of Practice 16 CFR sectsect 331 and 334 and the Scheduling Order entered by Chief Administrative Law Judge Chappell Complaint Counsel hereby requests that Baudino Law Group PLC produce the following in accordance with the Definitions and Instructions set forth below



3 All communications with the Hospital Authority that refer or relate in any way to the purchase of Palmyra Medical Center or Palmyra Park Hospital Inc by Phoebe Putney or the Hospital Authority

4 All communications with Phoebe Putney that refer or relate in any way to the purchase of Palmyra Medical Center or Palmyra Park Hospital Inc by Phoebe Putney or the Hospital Authority

5 All communications with HCNPalmyra that refer or relate in any way to the purchase of Palmyra Medical Center or Palmyra Park Hospital Inc by Phoebe Putney or the Hospital Authority

6 All communications with the Sovereign Group or Douglas Lewis that refer or relate in any way to the acquisition of Palmyra Medical Center or Palmyra Park Hospital Inc by Phoebe Putney or the Hospital Authority

Subpoena Duces Tecum Issued to the Baudino Law Group PLC (Docket No 9348)

7 All documents since 1985 that refer or relate in any way to the purchase of Palmyra Medical Center or Palmyra Park Hospital Inc by Phoebe Putney or the Hospital Authority

8 All documents that refer or relate in any way to the December 21 2010 Asset Purchase Agreement By and Among the Hospital Authority of Albany-Dougherty County Phoebe Putney Health Systems Inc Phoebe North Inc and Palmyra Park Hospital Inc

9 All documents that refer or relate in any way to the Resolution of the Hospital Authority Approving Proposed Transaction with Palmyra Park Hospital Inc Authorizing Waiver of Lease Provision Approving Management Agreement and Declaring Official Intent Relative to Possible Tax Exempt Financing dated December 21 2010

10 All documents that refer or relate in any way to the Resolution of the Hospital Authority Relating to Funding of Authority Obligations Under the Asset Purchase Agreement Development of a Lease and Amendment of Asset Purchase Agreement dated February 22011

11 All docwnents that refer or relate in any way to the Resolution of Hospital Authority Approving Execution and Delivery of Second Amendment to Asset Purchase Agreement and Approving Basic Terms and Provisions to Be Included in Any Revised Lease With Phoebe Putney Memorial Hospitallnc dated Apri l 4 2011

12 All documents that refer or relate in any way to the Resolution of Hospital Authority dated May 5 20 II


14 All documents that refer or relate in any way to the meetings of the Hospital Authority on or about December 21 2010 February 2 2011 April 4 201 1 or May 5 2011

15 All documents that refer or relate in any way to the letter from the Baudino Law Group to Mr Joseph A Sowell III Senior Vice President and Chief Development Officer HCA Inc dated November 10 2010 This specification includes drafts and underlying research and analysis you conducted in preparation of this letter

16 All documents that refer or relate in any way to the letter from the Sovereign Group to Mr Joseph A Sowell III Senior Vice President and Chief Development Officer HCA Inc dated November 10 2010

2

Subpoena Duces Tecum Issued to the Baudino Law Group PLe (Docket No 9348)

DEFINITIONS

A The tenns Acquisition or relevant transaction mean the acquisition pursuant to the December 21 2010 Asset Purchase Agreement By and Among The Hospital Authority ofAlbany-Dougherty County Phoebe Putney Health Systems Inc Phoebe North Inc and Palm)tTa Park Hospital Inc

B The terms Commission or FTC mean the Federal Trade Commission

C The terms the Company or you mean the Baudino Law Group PLC its domestic and foreign parents predecessors divisions subsidiaries affiliates partnerships and joint ventures and all directors officers employees agents and representatives of the foregoing

D The tenn documents means all computer files and written recorded and graphic materials of every kind in the possession custody or control of the Company The tenn documents includes without limitation electronic mail messages electronic correspondence and drafts of documents metadata and other bibliographic or historical data describing or relating to documents created revised or distributed on computer systems copies of documents that are not identical duplicates of the originals in that persons files and copies of documents the originals of which are not in the possession custody or control of the Company

I Unless otherwise specified the term documents excludes (a) bills oflading invoices purchase orders customs declarations and other similar documents of a purely transactional nature (b) architectural plans and engineering blueprints and (c) documents solely relating to environmental tax human resources OSHA or ERISA issues

2 The term computer files includes information stored in or accessible through computer or other information retrieval systems Thus the Company should produce documents that exist in machine-readable form including documents stored in personal computers portable computers workstations minicomputers mainframes servers backup disks and tapes archive disks and tapes and other forms of offline storage whether on or off company premises If the Company believes that the required search of backup disks and tapes and archive disks and tapes can be narrowed in any way that is consistent with the Complaint Counsels need for docwnents and information you are encouraged to discuss a possible modification to this instruction with the Complaint Counsel representatives identified on the last page of this request The Complaint Counsel representatives will consider modifying this instruction to

3

Subpoena Duces Tecum Issued to tbe Baudino Law Group PLC (Docket No 9348)

(a) exclude the search and production of files from backup disks and tapes and archive disks and tapes unless it appears that files are missing from files that exist in personal computers portable computers workstations minicomputers mainframes and servers searched by the Company

(b) limit the portion of backup disks and tapes and archive disks and tapes that needs to be searched and produced to certain key individuals or certain time periods or certain specifications identified by Complaint Counsel representatives or

(e) include other proposals consistent with Complaint COlUlsel policy and the facts of the case

E The terms each any and all mean each and every

F The term entity means any natural person corporation company partnership joint venture association joint-stock company trust estate of a deceased natural person foundation fund institution society union or club whether incorporated or not wherever located and of whatever citizenship or any receiver trustee in bankruptcy or similar official or any liquidating agent for any of the foregoing in his or her capacity as such

G The tenns HCAIPalmyra Palmyra Palmyra Medical Center and Palmyra Park Hospital Inc include HCA Inc Palmyra Park Hospital Inc their domestic and foreign parents predecessors divisions subsidiaries affiliates partnerships and joint ventures and all directors officers employees agents and representatives of the foregoing

H The term health plan means any health maintenance organization preferred provider arrangement or organization managed hea1thcare plan of any kind self-insured health benefit plan other employer or union health-benefit plan Medicare Medicaid TRICARE or private or governmental healthcare plan or insurance of any kind

I The term hospital means a facility that provides the relevant services as defined herein

J The term Hospital Authority means the Hospital Authority of Albany-Dougherty County

K The term minimum viable scale means the smallest service volume at which average costs equal the price currently charged for the relevant services It should be noted that minimum viable scale differs from the concept ofminimum efficient scale which is the smallest scale at which average costs are minimized

4


L The term operate with reference to a hospital facility means to directly or indirectly own or lease the facility or unit manage its operations on behalfof another person under a management contract have the power to appoint the majority of the facilitys governing board or body or otherwise directly or indirectly control the facility or unit

M The terms or and and have both conjunctive and disjunctive meanings

N The term person includes the Company and means any natural person corporate entity partnership association joint venture government entity or trust

O The terms Phoebe Putney and Phoebe Putney Memorial Hospital include Phoebe Putney Health Systems Inc Phoebe Putney Memorial Hospital Inc and Phoebe North Inc their domestic and foreign parents predecessors divisions subsidiaries affiliates partnerships and joint ventures and all directors officers employees agents and representatives of the foregoing

P The term plans means tentative and preliminary proposals recommendations or considerations whether or not finalized or authorized as well as those that have been adopted

Q The terms this proceeding or this matter mean In the Matter ofPhoebe Putney Health Systems Inc Docket No 9348 before the Federal Trade Commission

R The term provider means a facility that provides any of the relevant services as defined herein including but not limited to hospitals physician group practices or other healthcare facilities

S The term relating to means in whole or in part constituting containing concerning discussing describing analyzing identifying or stating

T The term relevant area means the area encompassing Baker Dougherty Lee Mitchell Terrell and Worth Counties in Georgia

U The term relevant service means general acute care hospital services (eg the provision of hospital care for medical diagnosis treatment and care of physically injured or sick persons with short-term or episodic health problems or infirmities excluding the treatment of mental illness or substance abuse or long-term services such as skilled nursing care) collectively and individually

V The terms subsidiary affiliate and joint venture refer to any person in which there is partial (25 percenl or more) ur total ownership or control betwfXl1 the Company and any other person

5


W The term third party means any person individual company industry participant or any entity other than Phoebe Putney Health Systems Inc Phoebe Putney Memorial Hospital Inc and the Commission including the Company receiving this subpoena duces tecum

INSTRUCfIONS

For the purposes of this subpoena duces tecum the following instructions apply

A All documents should be produced within 21 days pfthe issuance of this subpoena

B Unless modified by agreement with Complaint Counsel this subpoena requires a complete search of all the files of the Company The Company shall produce all responsive docwnents wherever located that are in the actual or constructive possession custody or control of the Company and its representatives attorneys and other agents including but not limited to consultants accountants lawyers or any other Person retained by consulted by or working on behalf or under the direction of the Company

C All references to year refer to calendar year Unless otherwise specified each of the specifications calls for documents andor information for each of the years from January 1 2007 to the present Where information is requested provide it separately for each year Where yearly data is not yet available provide data for the calendar year to date If calendar year information is not available supply the Companys fiscal year data indicating the twelve month period covered and provide the Companys best estimate of calendar year data

D This subpoena request is continuing in nature and shall be supplemented in the event that additional documents responsive to this request are created prepared or received between the time of the Companys initial response and trial

E To protect patient privacy the Company shall mask any Sensitive Personally Identifiable fnformation (PU) or Sensitive Health Information (SHI) For purposes of this subpoena PH means an individuaJ s SociaJ Security Number alone or an individuals name or address or phone number in combination with one or more of the following date ofbirth Social Security Nwnber driver s license number or other state identification number or a foreign country equivaJent passport number financial account numbers credit or debit card nwnbers For purposes of this subpoena SHI includes medical records or other individually identifiable health information Where required by a particular specification the Company shall substitute for the masked information a unique patient identifier that is different from that for other patients and the same as that for different admissions discharges or other treatment episodes for the same patient

6


Otherwise the Company shall redact the PH or SHI hut is not required to replace it with an a1ternate identifier

F Fonns of Production The Company shall submit documents as instructed below absent written agreement of Complaint Counsel

1 Documents stored in electronic or hard copy format in the ordinary course of business shall be submitted in electronic fonnat provided that such copies are true correct and complete copies of the original documents

(a) Submit Microsoft Access Excel and PowerPoint documents in native fonnat with extracted text and metadata

(b) Submit all other documents other than those identified in subpart (1)(a) in image format with extracted text and metadata and

(c) Submit all hard copy documents in image format accompanied by OCR

2 For each document submitted in electronic format include the following metadata fields and information

(a) For documents stored in electronic fonnat other than email beginning Bates or document identification number ending Bates or document identification number page count custodian creation date and time modification date and time last accessed date and time size location or path file name and MD5 or SHA Hash value

(b) For emails beginning Bates or document identification number ending Bates or document identification number page count custodian to from ce BCe subject date and time sent Outlook Message ID (if applicable) child records (the beginning Bates or document identification number of attachments delimited by a semicolon)

(c) For email attachments beginning Bates or document identification number ending Bates or document identification number page count custodian creation date and time modification date and time last accessed date and time size location or path file name parent record (beginning Bates or document identification number ofparent email) and MD5 or SHA Hash value and

7


(d) For hard copy documents beginning Bates or document identification number ending Bates or document identification number page count and custodian

3 If the Company intends to utilize any de-duplication or email threading software or services when collecting or reviewing infonnation that is stored in the Companys computer systems or electronic storage media in response to this subpoena or if the Companys computer systems contain or utilize such software the Company must contact a Complaint Counsel representative to determine with the assistance of the appropriate government technical officials whether and in what manner the Company may use such software or services when producing materials in response to this subpoena

4 For each Specification marked with an asterisk () and to the extent any other responsive data exists electronically provide such data in Excel spreadsheet with all underlying data un-redacted and all underlying fonnulas and algorithms intact

5 Submit electronic files and images as follows

(a) For productions over 10 gigabytes use IDE and EIDE hard disk drives fonnatted in Microsoft Windows-compatible uncompressed data in USB 20 external enclosure

(b) For productions under 10 gigabytes CD-R CD-ROM and DVD-ROM for Windows-compatible personal computers and USB 20 Flash Drives are also acceptable storage fonnats and

(c) All documents produced in electronic fonnat shall be scanned for and free of viruses Complaint Counsel will return any infected media for replacement which may affect the timing of the Company s compliance with this subpoena duces tecum

6 All documents responsive to this subpoena regardless offonnat or fonn and regardless ofwhether submitted in hard copy or electronic [onnat

(a) Shall be produced in complete fonn un-redacted unless privileged and in the order in which they appear in the Companys files and shall not be shuffled or otherwise rearranged For example

1 If in their original condition hard copy documents were stapled clipped or otherwise fastened together or maintained in file folders binders covers or containers they shall be produced in such fonn

8


and any documents that must be removed from their original folders binders covers or containers in order to be produced shall be identified in a marmer so as to clearly specify the folder binder cover or container from which such documents came and

11 If in their original condition electronic documents were maintained in folders or otherwise organized they shall be produced in such form and information shall be produced so as to clearly specify the folder or organization format

(b) If written in a language other than English shall be translated into English with the English translation attached to the foreign language document

(c) Shall be produced in color where necessary to interpret the document (if the coloring of any document communicates any substantive information or if black-and-white photocopying or conversion to TIFF fonnat of any document (eg a chart or graph) makes any substantive information contained in the document unintelligible the Company must submit the original document a like-colored photocopy or a JPEG format image)

(d) Shall be marked on each page with corporate identification and consecutive document control numbers

(e) Shall be accompanied by an affidavit of an officer of the Company stating that the copies are true correct and complete copies of the original documents and

(f) Shall be accompanied by an index that identifies (i) the name ofeach person from whom responsive documents are submitted and (ii) the corresponding consecutive document control number(s) used to identify that persons documents and if submitted in paper form the box number containing such documents If the index exists as a computer file(s) provide the index both as a printed hard copy and in machine-readable form (provided that Complaint Counsel representatives determine prior to submission that the machine-readable form would be in a fonnat that allows the agency to use the computer files) The Complaint Counsel representatives will provide a sample index upon request

G If any documents are withheld from production based on a claim ofprivilege provide a statement of the claim ofprivilege and all facts relied upon in support thereof in the form of a log (hereinafter Complete Log) that includes each documents authors addressees ~ate a description of each document and all recipients of the original and any copies

9


Attachments to a document should be identified as such and entered separately on the log For each author addressee and recipient state the persons full name title and employer or firm and denote all attorneys with an asterisk The description of the subject matter shall describe the nature of each document in a manner that though not revealing information itself privileged provides sufficiently detailed information to enable Complaint Counsel or a court to assess the applicability of the privilege claimed For each document withheld under a claim that it constitutes or contains attorney work product also state whether the Company asserts that the document was prepared in anticipation of litigation or for trial and if so identify the anticipated litigation or trial upon which the assertion is based Submit all non-privileged portions of any responsive document (including non-privileged or redactable attachments) for which a claim of privilege is asserted (except where the only non-privileged information has already been produced in response to this instruction) noting where redactions in the document have been made Documents authored by outside lawyers representing the Company that were not directly or indirectly furnished to the Company or any third-party such as internal law firm memoranda may be omitted from the log

H If documents responsive to a particular specification no longer exist for reasons other than the ordinary course of business or the implementation of the Companys document retention policy but the Company has reason to believe such docwnents have been in existence state the circumstances under which they were lost or destroyed describe the documents to the fullest extent possible state the specification(s) to which they are responsive and identify persons having knowledge of the content of such documents

1 In order for the Company s response to this subpoena to be complete the attached certification form must be executed by the official supervising compliance with this subpoena notarized and submitted along with the responsive materials

J If the Company believes that the required search or any other part of this subpoena can be narrowed in a way that is consistent with Complaint Counsel s need for information it is encouraged to discuss such possible modifications with the Complaint Counsel representatives identified in Part K of these instructions below All modifications to this subpoena duces tecum must be agreed to in writing pursuant to the Commissions Rules o[Practice 16 CFR sect 27(c)

K Any questions relating to the scope or meaning of anything in this subpoena or suggestions for possible modifications thereto should be directed to Thomas H Brock at 202-326-2813 or Goldie V Walker at 202-326-2919 The response to the subpoena shall be addressed to the attention of Thomas H Brock Federal Trade Commission 601 New Jersey Avenue NW Washington DC 20580 and delivered between 830 am and 500 pm on any business day to the Federal Trade Commission Ifyou wish to submit your

10


response by United States mail please call one of the staff listed above for mailing instructions

Respectfully submitted

Edward D Hassi Esq Thomas H Brock Esq Goldie V Walker Esq Complaint Counsel Federal Trade Commission Bureau ofCornpetition 600 Pennsylvania Avenue N W Washington DC 20580 Telephone (202) 326-2470 Facsimile (202) 326-2286

Dated June 10 2011

II


CERTIFICATION

Pursuant to 28 USC sect 1746 I hereby certifY under penalty of perjury that this response to the subpoena duces tecum has been prepared by me or under my personal supervision from records of the Baudino Law Group PLC and is complete and correct to the best of my knowledge and belief

Where copies rather than original documents have been submitted the copies are true correct and complete copies of the original documents If the Commission uses such copies in any court or administrative proceeding the Baudino Law Group PLe will not object based upon the Commission not offering the original document

(Signature of Official) (TitleCompany)

(Typed Name of Above Official) (Office Telephone)

12


CERTIFICATE OF SERVICE

I certify that on June 102011 I delivered by electronic mail and Federal Express Complaint Counsels Subpoena Duces Tecum to

Robert J Baudino Esq Baudino Law Group PLC 2409 Westgate Drive Albany Georgia 31707 Email baudinobaudinocom

I certify that on June 10 2011 1 delivered by electronic mail a copy of Complaint Counsel s Subpoena Duces Tecum to

Lee Van Voorhis Esq Katherine I Funk Esq Teisha C Johnson Esq Baker amp McKenzie LLP 815 Connecticut Avenue NW Washington DC 20006 Email leevanvoorhisbakennckenziecom Email teishajohnsonbakennckenziecom Email katherinefunkbakennckenziecom

James C Egan Jr Esq Jonathan L Sickler Esq Vadim Brusser Esq Weil Gotshal amp Manges LLP 1300 Eye Stree~ NW Suite 900 Washington DC 20005 Email jimeganweilcom Email jonathansicklerweilcom Email vadimbrusserweilcom

Counsel for Respondents Phoebe Putney Memorial Hospital Inc Phoebe Putney Health System Inc and Phoebe North Inc

Kevin J Arquit Esq Aimee H Goldstein Esq Jenifer Rie Esq

13

S ubpoena Duces Tecum Issued to the Baudino Law Group PLC (Docket No 9348)

Meryl G Rosen Esq Nicholas F Cohen Esq Paul C Glnckow Esq Simpson Thacher and Bartlett LLP 425 Lexington Avenue NewyenorkNewyenork 10017 Email karquitStblawcom Email agoldsteinstblawcom Email jriestblawcom Email mrosenstblawcom Email ncohenStblawcom Email pgluckowstblawcom

Counselor Respondents HCA Inc and Palmyra Park Hospital Inc

Emmet J Bondurant Esq Frank Lowrey Esq Ronan Doherty Esq Michael A Caplan Esq Bondurant Mixson amp Elmore LLP 1201 W Peachtree Street Suite 3900 Atlanta Georgja 30309 Email bondurantbmelawcom Email lowreYbmelawcom Email dohertybmelawcom Email caplanbmelawcom

E B Wilkin Jr Esq Perry amp Walters LLP PO Box 71209 Albany Georgja 31708-1209 Email ewilkinPerrywalterscom

Karin A Middleton Esq Amy McCullough Esq David J Darrell Esq Bandino Law Group PLC 2409 Westgate Drive Albany Georgja 31707 Email middletonbaudinocom Email McCulloughbaudinocom

14


Email darrellbaudinocom

Counselor Respondent Hospital Authority ofAlbany-Dougherty County

By Goldie V Walker Esq Federal Trade Commission Bureau of Competition

15

TABLE OF CONTENTS

PAGE

I PRELIMINARY STATEMENT 1

II INTRODUCTION AND SUMMARY bull1

III ARGUMENT 4

A The Subpoena is Improper Based Upon Well Established Common Law Principles That Apply to Law Firms and Their Clients With Regard To Maintaining Client Confidences 4

B Applicable Legal Principles for Agency Subpoenas Requiring Good Cause Showing 6

1 Discovery Sought is Unreasonably Cumulative Obtainable From Another Source or Could Have Already Been Obtained 7

2 Burden and Expense of the Proposed Discovery Outweighs BenefitIO

IV GENERAL OBJECTIONS 11

V SPECIFIC OBJECTIONS bullbull13

VI CONCLUSION 20

VERIFICATION 22

CERTIFICATE OF SERVICE 23

1




follows












































2

























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III ARGUMENT









pending matters





4














Noriega 917 F2d 1543 1550 (11th Cir 1990)











5

























6







16 CFR sect3 31(c)(2)

















7





















8












9






formal basis


















10

























11

















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16




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17




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18

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19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




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Ju~12011




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DATE SIGNED

CII OJ 011



APPEARANCE



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) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







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Dated June 10 2011

II


CERTIFICATION





12










13







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15




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III ARGUMENT









pending matters





4














Noriega 917 F2d 1543 1550 (11th Cir 1990)











5

























6







16 CFR sect3 31(c)(2)

















7





















8












9






formal basis


















10

























11

















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12





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16




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17




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18

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OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

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TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







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7












8










9







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Dated June 10 2011

II


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12










13







14





15

























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III ARGUMENT









pending matters





4














Noriega 917 F2d 1543 1550 (11th Cir 1990)











5

























6







16 CFR sect3 31(c)(2)

















7





















8












9






formal basis


















10

























11

















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IS





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16




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OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










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Dated June 10 2011

II


CERTIFICATION





12










13







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15

























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III ARGUMENT









pending matters





4














Noriega 917 F2d 1543 1550 (11th Cir 1990)











5

























6







16 CFR sect3 31(c)(2)

















7





















8












9






formal basis


















10

























11

















Firm s busmess








12





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15









III ARGUMENT









pending matters





4














Noriega 917 F2d 1543 1550 (11th Cir 1990)











5

























6







16 CFR sect3 31(c)(2)

















7





















8












9






formal basis


















10

























11

















Firm s busmess








12





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15














Noriega 917 F2d 1543 1550 (11th Cir 1990)











5

























6







16 CFR sect3 31(c)(2)

















7





















8












9






formal basis


















10

























11

















Firm s busmess








12





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15

























6







16 CFR sect3 31(c)(2)

















7





















8












9






formal basis


















10

























11

















Firm s busmess








12





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15







16 CFR sect3 31(c)(2)

















7





















8












9






formal basis


















10

























11

















Firm s busmess








12





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15





















8












9






formal basis


















10

























11

















Firm s busmess








12





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15












9






formal basis


















10

























11

















Firm s busmess








12





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15






formal basis


















10

























11

















Firm s busmess








12





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15

























11

















Firm s busmess








12





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15

















Firm s busmess








12





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15





OBJECTION











OBJECTION











13

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15

OBJECTION











OBJECTION











OBJECTION




14








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15








OBJECTION











OBJECTION







IS





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15





OBJECTION











OBJECTION








16




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15




OBJECTION











OBJECTION








17




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15




OBJECTION











OBJECTION











18

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15

OBJECTION











OBJECTION











19

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15

OBJECTION










VI CONCLUSION












Dated June 23 2011



20


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15


21

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15

VERIFICAnON











Dated June 23 2011



22














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15














23





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15





24

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15

EXHIBIT A




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15




2 FROM








Ju~12011




Please see attached






DATE SIGNED

CII OJ 011



APPEARANCE



TRAVEL EXPENSES








) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15





) Respondents )

)




















2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15












2


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15


DEFINITIONS







3












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15












4













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15













5



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15



INSTRUCfIONS







6












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15












7












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15












8










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15










9







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15







10





Dated June 10 2011

II


CERTIFICATION





12










13







14





15





Dated June 10 2011

II


CERTIFICATION





12










13







14





15


CERTIFICATION





12










13







14





15










13







14





15







14





15





15